CHTT » Topics » Overview

This excerpt taken from the CHTT DEF 14A filed Feb 27, 2009.

Overview

 

In fiscal 2008, our “non-employee directors” (as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended) received $25,000 (payable in cash or shares of our common stock at the option of the non-employee director as described below), representing the full amount of the annual retainer. Our employee directors, Messrs. Guerry and Bosworth, do not receive any compensation for serving on the Board of Directors.

 

Non-employee directors elected to the Board of Directors on or before April 30, 2007 also received supplemental life insurance coverage in amounts ranging from $90,000 to $165,000. Directors elected to the Board of Directors after April 30, 2007 are no longer eligible to participate in supplemental insurance coverage. Each non-employee director who served as the chair of the Audit Committee and the Compensation Committee received an additional retainer of $10,000 and $5,000, respectively, and non-employee directors received $1,000 for each Board and Board Committee meeting attended in person (such amounts also being payable in cash or shares of our common stock at the election of the non-employee director) and $500 for each telephonic Board and Board Committee meeting attended.

 

Under the terms of the 1999 Director Plan, each of the non-employee directors also receives a grant of 5,000 stock options on the date of such director’s initial election to the Board of Directors and an annual grant of 2,000 stock options on the date of each annual meeting of shareholders if such director’s term in office shall continue. The 1999 Director Plan also provides that non-employee directors may elect, by written notice to us in advance of each fiscal year, to receive shares of our common stock in lieu of all or a portion of their annual retainer and meeting fees for such year. The number of shares of common stock to be paid in lieu of cash fees is equal to the amount of such cash fees divided by the fair market value of the common stock as determined at the close of business on the last business day prior to the date on which the cash fees are otherwise being paid. Any fractional share amounts will be paid to the non-employee directors in cash.

 

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This excerpt taken from the CHTT DEF 14A filed Feb 29, 2008.

Overview

 

Based upon recommendations from Pearl Meyer & Partners, the Compensation Committee’s compensation consultant, the Board of Directors determined that employee directors would no longer be entitled to payment of annual retainers for serving on the Board of Directors, effective June 1, 2007. In fiscal 2007, the Company’s “non-employee directors” (as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended) received $25,000 (payable in cash or Company common stock at the option of the non-employee director as described below), representing the full amount of the annual retainer, while employee directors received $8,000, representing a pro rated amount of the annual retainer based on the number of months of Board service prior to the determination to discontinue such payments.

 

Non-employee directors also received supplemental life insurance coverage in amounts ranging from $90,000 to $165,000. Directors elected to the Board after April 2007 are no longer eligible to participate in supplemental insurance coverage. Each non-employee director who served as the chair of the Audit Committee and the Compensation Committee received an additional retainer of $10,000 and $5,000, respectively, and non-employee directors received $1,000 for each Board and Board Committee meeting attended in person and $500 for each telephonic Board and Board Committee meeting attended (such amounts also being payable in cash or Company common stock at the option of the non-employee director).

 

Under the terms of the 1999 Director Plan, each of the non-employee directors also receives a grant of 5,000 stock options on the date of such director’s initial election to the Board of Directors and an annual grant of 2,000 stock options on the date of each annual meeting of shareholders if such director’s term in office shall continue. The 1999 Director Plan also provides that non-employee directors may elect, by written notice to the Company in advance of each fiscal year, to receive Company common stock in lieu of all or a portion of their annual retainer and meeting fees for such year. The number of shares of common stock to be paid in lieu of cash fees is equal to the amount of such cash fees divided by the fair market value of the common stock as determined at the close of business on the last business day prior to the date on which the cash fees are otherwise being paid. Any fractional share amounts will be paid to the non-employee directors in cash.

 

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